Palomino director Ogawa reports 6.9% ownership

Rhea-AI Filing Summary

Palomino Laboratories Inc. (symbol PALX) discloses updated beneficial ownership information for director and Secretary Richard Ogawa in this amended Schedule 13D. Ogawa now beneficially owns 1,882,500 shares of Palomino common stock, representing 6.9% of the class, including 125,000 shares issuable upon exercise of a warrant.

The amendment reflects a prior Share Exchange Agreement and Plan of Reorganization under which stockholders of Vega Links, Inc. exchanged 11,180,000 VLI shares for 4,472,000 Palomino shares; Ogawa received 120,000 Palomino shares in exchange for 300,000 VLI shares. The consideration shares are subject to a vesting schedule under his existing stock purchase agreement, and he reports no other Palomino share transactions in the past 60 days.

Filing Explained

The amendment says Richard Ogawa, Palomino’s secretary and a director, has no present plans or proposals for the listed corporate actions beyond the share exchange, while reserving the right to develop them or take those actions; it discloses potential influence, not a stated new plan.

Key Figures

Beneficial ownership shares: 1,882,500 shares Beneficial ownership percentage: 6.9% Warrant shares: 125,000 shares +5 more

8 metrics

Beneficial ownership shares 1,882,500 shares Shares of Palomino common stock beneficially owned by Richard Ogawa as of Amendment No. 1

Beneficial ownership percentage 6.9% Percent of Palomino common stock class represented by Ogawa’s beneficial ownership

Warrant shares 125,000 shares Palomino common shares issuable upon exercise of a warrant held by Richard Ogawa

Consideration Shares received 120,000 shares Palomino shares received by Ogawa in exchange for his VLI shares under the Share Exchange Agreement

VLI shares exchanged by Ogawa 300,000 shares Vega Links, Inc. shares exchanged by Ogawa for Palomino Consideration Shares

VLI shares exchanged (total) 11,180,000 shares Total VLI common shares exchanged by all VLI stockholders for Palomino shares

Palomino shares issued in exchange 4,472,000 shares Palomino common shares issued to VLI stockholders under the Share Exchange Agreement

Date of Share Exchange Agreement July 31, 2026 Date of the Share Exchange Agreement and Plan of Reorganization among Palomino, VLI and the stockholders

Key Terms

Share Exchange Agreement and Plan of Reorganization, beneficially owns, Consideration Shares, vesting, +1 more

5 terms

Share Exchange Agreement and Plan of Reorganization regulatory

"pursuant to the terms of a Share Exchange Agreement and Plan of Reorganization"

beneficially owns financial

"the Reporting Person beneficially owns 1,882,500.00 shares of Palomino"

Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.

Consideration Shares financial

"received 120,000 shares of the Issuer (the "Consideration Shares")"

vesting financial

"The Consideration Shares held by the Reporting Person are subject to vesting"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

warrant financial

"125,000 shares of Palomino Common Stock are issuable upon exercise of a warrant"

A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.

FAQ

What percentage of Palomino Laboratories Inc. (PALX) does Richard Ogawa currently beneficially own?

As of this amendment, Richard Ogawa beneficially owns 1,882,500 shares of Palomino common stock, representing 6.9% of the outstanding class, with all of these shares reported as having sole voting and dispositive power.

How many PALX shares held by Richard Ogawa are tied to warrants?

Out of the 1,882,500 Palomino shares beneficially owned by Richard Ogawa, 125,000 shares are issuable upon exercise of a warrant held by him. The remaining shares are not described as warrant-based in this disclosure.

What did Richard Ogawa receive in the Palomino (PALX) and Vega Links share exchange?

Under the Share Exchange Agreement and Plan of Reorganization, Richard Ogawa exchanged 300,000 shares of Vega Links, Inc. for 120,000 shares of Palomino common stock, referred to as the Consideration Shares in the filing.

What were the overall terms of the share exchange involving Palomino Laboratories Inc. (PALX)?

Stockholders of Vega Links, Inc. exchanged 11,180,000 shares of VLI common stock for 4,472,000 shares of Palomino common stock under a Share Exchange Agreement and Plan of Reorganization dated July 31, 2026.

Are Richard Ogawa’s Palomino (PALX) consideration shares subject to vesting?

Yes. The filing states that the Consideration Shares held by Richard Ogawa are subject to a vesting schedule in accordance with his existing stock purchase agreement executed with Vega Links, Inc.

Has Richard Ogawa traded PALX shares in the last 60 days?

No. The filing specifies that there have been no other transactions in shares of Palomino common stock effected by Richard Ogawa during the past 60 days.

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Available on EDGAR 08/21/2026 - 03:47 PM Accepted by SEC EDGAR 08/21/2026 - 03:46 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Palomino Laboratories Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

909233108

(CUSIP Number)

Richard Ogawa
C/O 130 Castilian Drive, Suite 102,
Goleta, CA, 93117
704-756-2981

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

07/31/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 909233108

1

Name of reporting person

Richard Ogawa

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,882,500.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,882,500.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,882,500.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.9 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001 per share
(b)	Name of Issuer: Palomino Laboratories Inc.
(c)	Address of Issuer's Principal Executive Offices: 130 Castilian Drive, Suite 102, Goleta, CALIFORNIA , 93117.
Item 2.	Identity and Background
(b)	The business address of the Reporting Person is 130 Castilian Drive, Suite 102, Goleta, CA 93117
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 is being amended and supplemented by adding the following: On July 31, 2026, pursuant to the terms of a Share Exchange Agreement and Plan of Reorganization (the "Share Exchange Agreement") by and among the Issuer, Vega Links, Inc. ("VLI"), and VLI's stockholders (the "Stockholders"), the Stockholders who directly owned all of the issued and outstanding equity interests of VLI amounting to 11,180,000 shares of common stock (the "Shares"), exchanged all the Shares for 4,472,000 shares of the Palomino Common Stock. As part of this transaction, the Reporting Person, a VLI shareholder, received 120,000 shares of the Issuer (the "Consideration Shares") in exchange for his 300,000 shares of VLI.
Item 4.	Purpose of Transaction
	The Reporting Person acquired the Consideration Shares pursuant to the Share Exchange Agreement. The information contained in Item 3 of this Schedule 13D is incorporated herein by reference. The Reporting Person serves as the Secretary and a director of the Issuer. Accordingly, the Reporting Person may have influence over the corporate activities of the Issuer, including activities that may relate to items described in clauses (a) through (j) of Item 4 of this Schedule 13D. Except as described in this Schedule 13D, the Reporting Person does not have any present plans or proposals that relate to or would result in any of the actions described in clauses (a) through (j) of Item 4 of this Schedule 13D. The Reporting Person reserves the right to formulate plans and/or proposals and to take such actions with respect to their investment in the Issuer, including any or all of the actions set forth in clauses (a) through (j) of Item 4 of this Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 is being amended and replaced by the following: As of the date of this Amendment No. 1, the Reporting Person beneficially owns 1,882,500.00 shares of Palomino Common Stock, of which 125,000 shares of Palomino Common Stock are issuable upon exercise of a warrant held by the Reporting Person. 6.9%
(b)	1,882,500.00
(c)	There have been no other transactions in the shares of Palomino Common Stock effected by the Reporting Person during the past 60 days.
(d)	No person other than the Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares reported as being beneficially owned by the Reporting Person.
(e)	N/A
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information set forth in Item 3 is incorporated herein by reference. Vesting Schedule: The Consideration Shares held by the Reporting Person are subject to vesting in accordance with the Reporting Person's existing stock purchase agreement executed with VLI.
Item 7.	Material to be Filed as Exhibits.
	99.1 Share Exchange Agreement and Plan of Reorganization, dated July 31, 2026, by and among the Issuer, VLI and the Stockholders (incorporated by reference to Exhibit 2.1 to the Issuer's Current Report on Form 8-K as filed with the SEC on August 4, 2026).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Richard Ogawa

Signature:	/s/ Richard Ogawa
Name/Title:	Richard Ogawa
Date:	08/21/2026